EXHIBIT 10.2
July 7, 1999 CONFIDENTIAL
Xxxxxx X. Xxxxxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Master Transaction Agreement dated July 7, 1999 ("Agreement")
between Infonautics, Inc. and Infonautics Corporation
(collectively "Infonautics") and Xxxx & Xxxxxx Company and Xxxx &
Xxxxxx Information and Learning Company (collectively "Xxxx &
Xxxxxx")
Dear Xxxxxx:
Further to your conversation last Thursday with us, reference is made
to the Agreement which provides for the transfer of Infonautics' Electric
Library assets and Xxxx & Xxxxxx'x K-12 assets into a newly formed entity in
which Infonautics and Xxxx & Xxxxxx will initially be the sole stockholders or
members. In addition, under the Agreement Infonautics will transfer its online
publishing assets to Xxxx & Xxxxxx. As an inducement to, and in consideration
of, both Infonautics and Xxxx & Xxxxxx entering into the Agreement, you covenant
and agree that at any meeting of the shareholders of Infonautics at which the
adoption of the Agreement is to be voted upon, you will vote any voting
securities of Infonautics over which you have voting authority in favor of
adoption of the Agreement unless the Board of Directors of Infonautics is
recommending, at the time of such meeting, that shareholders of Infonautics vote
against such adoption in view of the pendency of an Alternative Transaction (as
defined in the Agreement), which taken as a whole, is superior to the
transactions contemplated by the Agreement.
Please indicate your acceptance of agreement set forth in this letter
by signing the letter below where indicated and returning a copy to us by fax
and overnight mail.
Very truly yours, Very truly yours,
By:/s/Xxxxx X. Xxxxxxxxx By:/s/Xxxx X. Xxxxxxxxx
------------------------------------ -----------------------------
Xxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx
Chairman of the Board of Directors Executive Vice President and
Infonautics, Inc. Chief Financial Officer
Xxxx & Xxxxxx Company
Accepted by and agreed to:
By:/s/Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
